-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZQNlm2oZ6oG32R2sQpe8/96QWZtct7RS2mj71NfGDGIkV8TQq8Jj5GPAH3og8hY fECca63g3z5Keiy2VGf3DA== 0000789879-00-000001.txt : 20000307 0000789879-00-000001.hdr.sgml : 20000307 ACCESSION NUMBER: 0000789879-00-000001 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000222 ITEM INFORMATION: FILED AS OF DATE: 20000301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISHOPPER COM INC CENTRAL INDEX KEY: 0000789879 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870431533 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-03275-D FILM NUMBER: 558739 BUSINESS ADDRESS: STREET 1: 6975 SOUTH UNION PARK DRIVE #600 CITY: SALT LAKE CITY STATE: UT ZIP: 84047 BUSINESS PHONE: 7127377399 FORMER COMPANY: FORMER CONFORMED NAME: SUNWALKER DEVELOPMENT INC DATE OF NAME CHANGE: 19920703 8-K/A 1 SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 22, 2000 Exact Name of Registration as Specified in Charter: iSHOPPER.COM, INC. (Formerly Sunwalker Development, Inc.) State of Other Jurisdiction of Incorporation: UTAH Commission File Number: 33-3275-D IRS Employer Identification Number: 87-0431533 Address and Telephone Number of Principle Executive Offices: 8722 South 300 West Sandy, UTAH 84070 (801) 984-9300 Item 7. Financial Statements of Acquired Business. Enclosed are the financial statements of Ecenter, Inc. and subsidiaries, Ishopper.com, Inc. and Outbound Enterprises, Inc. for the year ended 1998 and period ended August 31, 1999. Registrant acquired Ecenter, Inc. and subsidiaries effective October 4, 1999. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. iShopper.com, Inc. Date: February 22, 2000 ECENTER, INC. Consolidated Financial Statements August 31, 1999 and December 31, 1998 To the Board of Directors and Stockholders of ECenter, Inc. We have audited the accompanying consolidated balance sheets of ECenter, Inc. (a Utah corporation) as of August 31, 1999 and December 31, 1998 and the related consolidated statements of operations, stockholders' equity and cash flows for the periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also included assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ECenter, Inc. as of August 31, 1999 and December 31, 1998 and the results of its operations and cash flows for the periods then ended in conformity with generally accepted accounting principles. Salt Lake City, Utah November 19, 1999 ECENTER, INC. Consolidated Balance Sheets ASSETS August 31, December 31, 1999 1998 Current Assets Cash $ 117,668 $ 20,468 Accounts Receivable trade (Net of allowance for doubtful accounts of $180,368 and $26,555, respectively) 433,779 28,875 Employee receivables 3,807 547 Prepaid expense 45,706 12,057 Total Current Assets 600,960 61,947 Property & Equipment, Net (Note 2) 67,980 20,751 Other Assets Goodwill, net (Note 1) 219,221 - Deposits (Note 7) 95,172 11,131 Total Other Assets 314,393 11,131 TOTAL ASSETS $ 983,333 $ 93,829 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable - trade $ 312,986 $ 75,221 Accrued expenses 68,079 14,721 Notes payable (Note 3) 150,000 - Note payable - related party (Note 4) 340,000 25,000 Total Liabilities 871,065 114,942 Stockholders' Equity (Deficit) Common stock, no par value; 25,000,000 shares authorized; 5,000,000 and 2,000,000 shares issued and outstanding, respectively 254,500 126,500 Less: Subscriptions receivable (3,000) - Retained Deficit (139,232) (147,613) Total Stockholders' Equity (Deficit) 112,268 (21,113) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) $ 983,333 93,829 ECENTER, INC. Consolidated Statements of Operations For the Eight For the Year Months Ended Ended August 31, December 31, 1999 1998 REVENUES $3,151,693 $414,740 COST OF SALES 210,665 18,571 GROSS PROFIT 2,941,028 396,169 OPERATING EXPENSES General & Administrative 2,564,608 485,889 Bad Debt Expense 372,398 59,720 NET OPERATING INCOME (LOSS) 4,022 (149,440) OTHER INCOME (EXPENSE): Interest Income 20,402 1,827 Interest Expense (542) - TOTAL OTHER INCOME (EXPENSES) 19,860 1,827 NET INCOME (LOSS) BEFORE TAXES 23,882 (147,613) INCOME TAXES (Note 1) - - NET INCOME BEFORE EXTRAORDINARY LOSS: 23,882 (147,613) EXTRAORDINARY ITEMS: Loss on casualty (Net of Income Tax of $0) (Note 6) (15,500) - NET INCOME (LOSS) $8,382 $(147,613) EARNINGS PER SHARE Basic: Net Income loss before extraordinary items $ .01 $ (.0) Extraordinary items (.01) - INCOME (LOSS) PER SHARE $- $(.07 ) WEIGHTED AVERAGE SHARES OUTSTANDING 2,750,000 2,000,000 ECENTER, INC. Consolidated Statements of Stockholders' Equity August 31, 1999 and December 31, 1998 Common Stock Retained Shares Amount Earnings Balance - $ - $ - Shares issued to organizers for cash 2,000,000 126,500 - Net (loss) for the year ended December 31, 1998 - - (147,613) Balance -December 31, 1998 2,000,000 126,500 (147,613) Reorganization of Company - Reverse acquisition of E-Center, Inc. (Note 3) 3,000,000 254,500 - Net income for the eight months ended August 31, 1999 - - 8,382 Balance -August 31, 1999 5,000,000 $ 254,500 $ (139,232) ECENTER, INC. Consolidated Statements of Cash Flows For the Eight Months For the Year Ended Ended August 31, December 31, 1999 1998 Cash Flows From Operating Activities Net (loss) Profit $ 8,382 $ (147,613) Less non-cash items: Amortization & Depreciation Expense 15,631 1,206 Bad Debt Expense 192,030 26,555 (Increase) decrease in accounts receivable (553,577) (55,977) (Increase) decrease in prepaid expenses (30,993) (12,057) Increase (decrease) in accounts payable 224,816 75,221 Increase (decrease) in accrued expenses 53,358 14,721 Net Cash Provided (Used) by Operating Activities (90,353) (97,944) Cash Flows from Investing Activities Purchase of Equipment (86,898) (21,957) Cash paid for deposits (84,041) (11,131) Cash deficiency of Acquired Subsidiary (5,508) - Purchase of Goodwill (226,000) - Net Cash Provided (Used) by Investing Activities (402,447) (33,088) Cash Flows from Financing Activities Cash from stock issuances 125,000 126,500 Cash from debt financing (Net) 465,000 25,000 Net Cash Provided (Used) by Financing Activities 590,000 151,500 Increase in Cash 97,200 20,468 Cash and Cash Equivalents at Beginning of Period 20,468 - Cash and Cash Equivalents at End of Period $ 117,668 $ 20,468 Supplemental Non-Cash Financing Transactions: Cash paid for: Interest $ 542 $ - Income taxes $ - $ - ECENTER, INC. Notes to the Financial Statements August 31, 1999 and December 31, 1998 NOTE 1 - Summary Of Significant Accounting Policies a. Organization ECenter, Inc. (the Company) is a consolidated group of corporations with two companies as wholly owned subsidiaries, Outbound Enterprises, Inc. and iShopper Internet Services, Inc. ECenter, Inc. (ECenter) was incorporated on April 28, 1999 in the State of Utah and is in the business as a holding corporation for its wholly owned subsidiaries. iShopper Internet Services, Inc (iShopper) was incorporated on August 6, 1996 in the State of Utah and is in the business of creating and maintaining internet web sites. Outbound Enterprises Inc. (Outbound) was incorporated on July 27, 1998 in the State of Utah and is in the business of marketing the services iShopper provides. The shareholders of Outbound acquired control of ECenter in July, 1999 through a reverse merger acquisition of ECenter. The acquisition is accounted for similar to a "pooling of interest" method of accounting where the history of Outbound is shown from inception (1998). iShopper was acquired on July 1, 1999. All of the stock of iShopper was acquired for a down payment of $76,000 and a note of $150,000 with payments of $30,000 per month. The acquisition of iShopper was accounted for as a purchase with net assets of iShopper being $(780) at purchase, resulting in goodwill value of $226,780. iShopper's business activity is shown since acquisition on July 1, 1999. Ecenter activity is shown since inception (April 28, 1999). NOTE 1 - Summary Of Significant Accounting Policies (Continued) b. Recognition of Revenue The Company's subsidiaries, Outbound and iShopper, are in the business of putting on seminars to the general public to advertise its expertise in creating, maintaining and promoting individual E-Commerce sites for potential new businesses. The seminars are used to educate the public in the general business of internet sites and promotes its services for further development of individual sites for interested new businesses. The Company offers a range of services from individual design to complete maintenance and publicity of internet sites. Customers select what services that which to have provided and pay either cash, third party financing arranged through the Company, or in-house financing. When the Company uses financing through a third party, a discount and processing fees are charged and are netted against gross sales. The Company is also charged a reserve account for possible bad debt accounts. (See Note 7). c. Earnings (Loss) Per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. d. Cash and Cash Equivalents The company considers all highly liquid investments with maturities of three months or less to be cash equivalents. e. Provision for Income Taxes No provision for income taxes have been recorded due to net operating loss carryforwards totalling approximately $147,000 that will be offset against future taxable income. These NOL carryforwards will begin to expire in the year 2016. No tax benefit has been reported in the financial statements until the year end taxable income has been computed and an estimate of future net income estimated. NOTE 1 - Summary Of Significant Accounting Policies (Continued) e. Provision for Income Taxes (continued) Estimated Deferred tax asset and the valuation account is as follows: December 31, 1998 Deferred tax asset: NOL carryforward $ 48,000 Valuation allowance (48,000) $ - ECENTER, INC. Notes to the Financial Statements August 31, 1999 and December 31, 1998 f. Goodwill Goodwill is a result of the purchase of iShopper Internet Services, Inc. and is being amortized on the straight line basis over a five year period. Amortization expense charged to operations for 1999 was $7,559. g. Principles of Consolidation These financial statements include the books of ECenter, Inc and its wholly owned subsidiaries, Outbound and iShopper. All intercompany transactions and balances have been eliminated in the consolidation. h. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting period. In these financial statements, assets, liabilities and expenses involve extensive reliance on management's estimates. Actual results could differ from those estimates. NOTE 2 - Property and Equipment The Company capitalizes purchases of long lived assets that are expected to give benefit to the Company over the life of the asset. The Company also capitalizes improvements and costs that increases the value of or extend the life of the asset. Capitalized assets are depreciated over the estimated useful lives of the assets (five to seven years for furniture and fixtures, 3 years for computer equipment) on the straight line basis. NOTE 2 - Property and Equipment (continued) Property and equipment consists of the following at August 31, 1999 and December 31, 1998: August 31, December 31, 1999 1998 Furniture & Fixtures $ 13,673 $ 3,410 Computer Equipment 95,183 18,547 108,856 21,957 Less: Accumulated Depreciation (40,876) (1,206) Total Property & Equipment $ 67,980 $ 20,751 At the time of acquisition, June 30, iShopper had property and equipment as follows: Furniture & Fixtures $ 38,103 Accumulated Depreciation (33,008) Net Assets $ 5,095 Depreciation expense for the period ended August 31, 1999 and December 31, 1998 is $8,072 and $1,206, respectively. NOTE 3 - Note Payable In July, the Company purchased iShopper Internet Services, Inc. for $226,000. The Company paid $76,000 cash and agreed to pay the remaining $150,000 in monthly installments of $30,000 beginning September 1999. The balance is non-interest bearing. NOTE 4 - Note Payable - Related Party During 1998 the Company received $25,000 from an officer/director. The note was repaid in 1999. During 1999, the Company received $340,000 from shareholders in anticipation of a merger. The notes were converted into equity in November, 1999 when the merger candidate was found (Note 5). NOTE 5 - Subsequent Events In October, 1999, the Company completed a reverse merger through a public shell, Sunwalker Development, Inc., which later changed its name to iShopper.com, Inc. As part of this acquisition, several shareholders loaned ECenter, Inc. $340,000 and was later converted into Sunwalker shares. Just before the acquisition of Sunwalker, Sunwalker management offered 260,000 stock options to selected shareholders of ECenter, Inc. and other consultants for $.01 per share. These options were exercised after the acquisition of Sunwalker and before the end of the year. NOTE 6 - Extraordinary Loss During 1999, the Company advanced funds for renovation on the anticipated acquisition of a building in Salt Lake City. During the construction phase, a tornado destroyed the building and was written off as a complete loss. The loss is presented as an extraordinary loss in the statement of operations. NOTE 7 - Factored Accounts Receivable During 1999, the Company used two different accounts receivable factoring and servicing companies to assist in the financing and collection of its accounts receivable. During 1999 (eight months), the Company sold $490,403 of its accounts receivable to a third party, which charged the Company a discount of $58,519 and established a reserve account for potential future uncollectibles. The balance of the reserve account at August 31, 1999 was $90,322. The other company was used as a servicing agency to bill and collect the Company's own accounts receivable and charged the Company 44,487 in service fees. -----END PRIVACY-ENHANCED MESSAGE-----